Also known as: total breach · material breach · total breaches · material breaches · fundamental breach · substantial breach
Written by attorneys · grounded in primary & secondary sources — see below
A breach of contract that substantially impairs the value of the contract to the injured party at the time of the breach. It gives rise to a claim for damages based on all of the injured party's remaining rights to performance.
Dr. Elena Lopez, chief medical officer at ValleyCare Health, learns of a major patient data breach. She directs staff to withhold the information from the board to protect an upcoming merger. The board later discovers the concealment and treats it as a total and material breach of her officer duties, discharging her from further performance obligations under her employment agreement.
Talon Security contracts with Trailblazer Airlines to supply and install security systems across three airport terminals over six months. After completing the first two terminals, Talon refuses to perform the third without additional payment. Trailblazer treats the refusal as a total and material breach and sues for damages covering all remaining rights under the contract.
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Topaz Mining agrees to supply Thunderbolt Motors with specialized drilling equipment meeting exact specifications. The first shipment contains equipment with critical defects that substantially reduce its value for Thunderbolt's operations. Thunderbolt rejects the shipment and claims total breach damages for all remaining contract rights.
Tyrone Tran hires Tiana Tan to renovate his commercial building under a phased payment schedule. Before receiving the final payment, Tiana announces she will not complete the remaining phases. Tyrone treats the repudiation as giving rise to a claim for total breach damages covering all remaining performance rights.
Travis Tate contracts with Tanya Tang to sell and deliver custom machinery by a set date. Tate later tells Tang he will not deliver because he found a higher-paying buyer. Tang treats the statement as a repudiation that constitutes total and material breach, allowing recovery of damages for all remaining rights.
Talia Torres agrees to supply rare minerals to Tiffany Torres for a manufacturing project. Talia repudiates before performance. After the repudiation, a government embargo makes performance impracticable. Tiffany's duty to pay total breach damages is discharged because the repudiated duty would have been excused by impracticability.
A breach by non-performance gives rise to a claim for total breach only if it substantially impairs the value of the contract to the injured party at the time of the breach, making it just to allow recovery based on all remaining rights to performance.
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Repudiation alone before any non-performance and before receiving the full agreed exchange gives rise to a claim for total breach damages. A material breach by non-performance requires substantial impairment of contract value under the circumstances.
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A statement indicating the obligor will commit a breach that itself would support total breach damages under the substantial impairment standard constitutes a repudiation. It allows the obligee to treat the contract as totally breached immediately.
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The duty is discharged if, after the repudiation, it appears the repudiated duty would have been excused by impracticability or frustration before any actual non-performance occurred.
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No. A claim for total breach covers damages based on all of the injured party's remaining rights to performance, unlike a partial breach claim which covers only part of those rights.
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…forthwith. On the other hand, if the jury determines that the entire rental obligation has been extinguished by the landlord’s total breach, then the action for possession on the ground of nonpayment must fail.[^maj-65] The jury may find that part of the tenant’s rental obligation has been suspended but that part of the unpaid…